Survivors' Guilt
by Akatsuki210
Summary: When the aftermath of Sasuke and Itachi's first battle takes a very different turn, the rookies are left with a mystery to solve, Konoha gains a powerful new enemy, and the dangers without are only exceeded by those within. And behind it all, the masked man still lurks...AU, manga spoilers in later chapters.
1. Chapter 1

**Disclaimer:** I don't own _Naruto_ or any of its characters.

**Warnings:** AU, character death, manga spoilers in later chapters

**Notes:** This fic was inspired by a prompt on the naruto_meme LJ community: "Remember how Sarutobi promised that Sasuke would be unharmed, and Itachi's visit to Konoha was supposed to remind Danzou that the promise still stood even with Sarutobi's death? What if Danzou didn't take the hint? What if Sasuke was murdered as he lay in that hospital room? How would the Rookies react, first to Sasuke's death, and then to slowly realizing it was murder? What about Itachi?"

* * *

**Survivors' Guilt**

"Sakura-chan! Hey, Sakura-chan, open up!" Naruto continued pounding on the door until Sakura opened it. He saw immediately that her eyes were red and puffy, her hair was disheveled, and she was wearing pajamas even though it was three in the afternoon. "Whoa, Sakura-chan, what's wrong?"

"It's Sasuke-kun..."

Naruto hastened to tell his friend the good news. "Don't you worry about him, Sakura-chan! Ero-sennin and I were able to find the Legendary Tsunade, and she agreed to come back here with us! Sasuke and Kakashi-sensei'll be back on their feet in no time!"

For some reason, it didn't seem to help: tears started to gather in the corners of Sakura's eyes. "Naruto...Sasuke-kun...he...he didn't..." Her voice broke, and she started to sob.

"He didn't what?" There was a sinking feeling in Naruto's stomach, but he refused to acknowledge what he was starting to suspect.

"I'm sorry, Naruto." Jiraiya was suddenly standing next to Naruto, one hand on his shoulder. "I just got back from dropping Tsunade off at the hospital. What Sakura-chan's trying to say is that Sasuke-kun didn't make it."

* * *

Itachi and Kisame were in one of Amegakure's many weapons shops when the jounin came to find them. "Excuse me, Uchiha-sama, but you requested to be notified of any significant developments regarding Uchiha Sasuke of Konoha."

Itachi turned away from the counter to face her. "That is correct. What news do you have?"

To Kisame's surprise, the woman bowed from the waist and switched into the archaic dialect used for ceremonies and formal pronouncements. "It is my sorrowful duty to inform you that your brother, Uchiha Sasuke-san, genin of Konohagakure, has departed this world." She remained with her back bent, eyes fixed on the ground. Another formality, Kisame knew, intended to give the bereaved time to turn away so that his tears wouldn't be seen.

There was no outward change in Itachi's demeanor, and his voice when he said, "Thank you, you may go," was even, but Kisame could feel the air ripple around him, and Samehada shifted against his back.

"I c-can't go. I can't move." The kunoichi who'd brought the message was trembling all over. There was a thump as the civilian weaponsmith behind the counter passed out.

Kisame remembered his first meeting with the Uchiha. When he'd laid Samehada against the younger man's shoulder, he'd felt the sword's rustle of interest travel up his arm. He'd known at that moment that Itachi was the stronger of the two. This feeling was similar, but intensified a hundredfold. The killing intent that washed over him like a tide, that held a jounin paralyzed and had knocked an untrained man to the ground, wasn't even directed at any of them. _This...this is just backlash._ He almost felt bad for whatever poor bastard it _was_ aimed at. Almost.

"Come on, up and at 'em." He put a hand against the jounin's back, helped her straighten up, and guided her to the door. Then he peered over the counter and gave a brief nod when he saw that the shopkeeper hadn't cracked his skull open when he'd fallen.

"Kisame." The waves of killing intent ebbed, but didn't fade entirely. "We must speak with Pain-sama at once."

* * *

"...This constitutes all I know of Konoha's defenses. I will also prepare dossiers on all of their ninja who possess sufficient strength to threaten Akatsuki members."

Pain stood in the center of the room, his ringed eyes impassive. "You are aware that I could execute you for having withheld this information?"

"I am."

"Then why are you telling us now?" Konan's voice was sharp.

"Danzou of the Leaf was present when Hanzou betrayed you, resulting in the death of your friend Yahiko-san, correct?"

"He was."

"Then we both bear a grudge against him and against his organization, Root. I have recently learned that Danzou's agents killed my younger brother. So long as I can avenge his death, what happens to me afterward does not matter."

Konan watched the young missing-nin as he stood waiting for Pain's decision. His gaze was fixed on the back wall of the room, his shoulders squared and his arms hanging loosely by his sides. To the casual observer, perhaps even to most shinobi observers, he looked like a textbook example of a ninja standing at attention. But to Konan, his rigid posture was like a bowstring that had been stretched too far and was about to snap. The rage and grief seething beneath the surface made the air vibrate, and she was reminded of Nagato in the moments after Yahiko's death: the anguished cry, the monstrous statue towering above him, the black metal rods piercing his flesh and draining away his vitality to fuel the Gedo Mazou. She remembered, too, the carnage that had come afterward as she and Nagato had tried desperately to slake their thirst for vengeance. Itachi was holding the same insanity within himself, but she was sure that even his extraordinary willpower wouldn't be able to keep it restrained forever.

She glanced at Pain and knew that he recognized it too. _You see yourself in him, don't you? _

"The Five Great Ninja Countries have trampled over the smaller villages for too long, but it seems that even toward their own they hold no loyalty. Assemble the dossiers you spoke of, and make whatever preparations you and Kisame-san think are needed. We leave for Konoha in three days."

* * *

"Are you okay?" Chouji sat down next to Shikamaru. To anyone else, Konoha's laziest and most intelligent rookie would have looked completely relaxed. He was laying on his back with his arms crossed under his head, staring up at the clouds. But Chouji could see the slight frown line between his brows and the tense set of his jaw.

"There's something I suspect but can't be sure of, and I'm not sure whether I should tell Naruto-san about it."

"Naruto-san? Does it have something to do with those Akatsuki guys?" Everyone knew two members of the infamous S-rank criminal organization had showed up in Konoha and put Kakashi in a coma. Aoba had blurted out that they were after Naruto, which had led to Sasuke rushing to a nearby village where the blond genin was training with Jiraiya of the Sannin. Naruto and Jiraiya had come out of the resulting encounter unscathed, but Sasuke...

"Not directly," Shikamaru said, although he had _other_ suspicions about why the Akatsuki might be interested in Naruto. "It has to do with how Sasuke-san died."

"He died from whatever jutsu Itachi used on him, didn't he?"

"Then why didn't Kakashi-senpai die? According to Naruto-san, Itachi's partner said, 'Using Tsukiyomi on your own brother? You really don't know how to show mercy.' And according to Kakashi-senpai, Itachi called the jutsu he used in their encounter Tsukiyomi as well. It was the same thing."

"Well, Kakashi-senpai's stronger than Sasuke-san, isn't he? Maybe he was able to withstand Tsukiyomi, but Sasuke-san wasn't."

Shikamaru shook his head. "No, that doesn't make sense either. Kakashi-senpai's not an Uchiha, so his Sharingan must be a transplant. Sasuke-san's Sharingan, obviously, is natural. In terms of using and resisting Sharingan jutsu, Sasuke-san should be stronger than Kakashi-senpai, regardless of their comparative overall strength."

Chouji still looked unconvinced.

"On top of that, remember when Naruto-san and Jiraiya-sama brought Sasuke-san back? Before they left again to go looking for Tsunade-sama, they consulted with the medical corps, and the medics assured them that Sasuke-san's condition wasn't time-sensitive. He wouldn't get _better_ without treatment, but he wouldn't get any _worse_ either. Whatever Itachi did to him, it shouldn't have been fatal."

"But then...what _did_ kill Sasuke-san?"

* * *

"I don't like this at all," Tsunade muttered.

"Hokage-sama?" Shizune peered around the door, Tonton in her arms. "I have the latest communication from Sunagakure here."

"Set it down on that chair over there," Tsunade said, gesturing to a chair that was already about to collapse under the weight of a stack of documents.

Shizune carefully laid her papers on top of the tottering pile, watching Tsunade from the corner of her eye. The new Hokage was leafing through a folder, a frown on her face. Somehow, Shizune got the impression that this was more than just the normal headaches of running the largest shinobi village in the world. "Is something wrong?"

"Close the door," Tsunade told her, and Shizune did so. "I'm reviewing Uchiha Sasuke's autopsy report."

"But you prepared that report yourself."

"Yes. And do you know what I found?"

Shizune didn't answer, but Tonton made an inquisitive noise.

"The body keeps a record of how it died, Shizune. That's _why_ we do autopsies in the first place. And the record in Sasuke-kun's body doesn't agree with the records being kept by the Konoha Hospital."

"I don't understand."

"I doubt anyone else would have noticed it. Probably not even you. But to me, it was very clear. Sasuke-kun did _not_ die from the kind of slow deterioration you would expect if his body was simply unable to cope with the damage from the Tsukiyomi that he'd received two weeks prior. He died suddenly."

"And the hospital records...?"

"Indicated that his condition was steadily declining from the moment he was brought in. In addition to that being inconsistent with the autopsy findings, no such decline was recorded in Kakashi-san's case, even though he was unconscious for just as long."

"But...but that means someone tampered with the hospital records!"

"It's worse than that. It means that someone _murdered_ Sasuke-kun, and I don't think it was his brother."

* * *

**A/N: **Many thanks to The Pirate On Wheels for suggesting a title for this story!


	2. A Good Man Goes to War

**Disclaimer:** Still don't own it.

* * *

**Chapter 2: A Good Man Goes to War**

The walls of Konoha rose above the trees. Kisame and Itachi stood side-by-side while a light rain began to fall. "May I ask you a question, Kisame-san?"

"Sure."

"When did you know?"

Kisame turned to regard his partner. "That something was up with you? I've known it for a while. You never kill if you can help it, and that doesn't square with someone who offed his own family just to see if he could. Leaving the Copy Ninja alive was another clue. The reports I heard of the Uchiha Massacre said the bodies were mutilated, the eyes removed. If you wanted to take or destroy all the Sharingan out there, why did you let Hatake keep his?"

"My kinsmens' eyes were most likely stolen by Danzou. It will make him a dangerous opponent."

"So the guy has some kind of Sharingan stockpile? And I thought _I_ was a sick bastard."

"You never said anything about your suspicions to Pain-sama."

Kisame shrugged. "If Pain-sama killed you, I might get stuck with someone annoying like Deidara or Hidan for a partner."

"May I impose upon you for one more favor?"

Kisame grinned. "I thought I just said I _wasn't_ doing you a favor?"

"Of course not."

"Whatever. Ask away."

"Will you use Samehada's ability to heal injuries on me?"

"When did you get injured?"

"I have been ill since shortly after the Massacre. I previously had no wish to prolong my life, so long as I had sufficient time left for Sasuke to become strong enough to defeat me. However, if I am to destroy Root, I will need all of my strength. I cannot afford to be handicapped."

Kisame stared at Itachi for a few seconds, processing the revelation that his partner's past performance had been below optimum. "I haven't got a problem with it, but I've never tried using it to fix an illness before."

"Illness is merely damage on a cellular level. If Samehada can repair torn muscle and cracked bone, it should be able to repair cells damaged by viruses and bacteria as well."

"If you say so." Kisame pulled Samehada off the sheath on his back and laid it gently on Itachi's shoulder. It reminded him of their first encounter, when Kisame had done the same thing not to aid him, but as a threat. Bright blue chakra flowed from the sword and seeped into Itachi's body.

Itachi took a deep breath, and was delighted not to feel the stabbing pain deep in his chest that he'd gotten so used to. Then he remembered the reason he had asked for this healing, and sobered. "I believe we are ready to begin the infiltration phase."

* * *

Asuma listened as Shikamaru, flanked by Chouji and Ino, outlined his suspicions regarding Sasuke's death. When they were finished, he remained silent for a long time.

"You kids really are something else," he finally said, taking a drag on his cigarette. "Well, technically this is all secret, but seeing as how you've figured out part of it yourselves, I'd rather give you all the info rather than have you go off half-cocked."

"Then you don't think my suspicions are unfounded?" Shikamaru asked.

"No. In fact, Godaime-sama has similar conjectures. She's told only a few of us. Your father's one of them, Shikamaru, and as a member of the Guardian Ninja, I'm another."

"What about ANBU?" Ino asked.

"ANBU have been specifically left out of this."

"Because they're the most practiced at assassination and records tampering, which automatically makes them suspects," Shikamaru clarified.

"Kakashi-senpai and Sakura-san are both pretty smart," Chouji said. "Sensei, it's not too unlikely that one or both of them has noticed some of the same inconsistencies Shikamaru did."

"I agree," Shikamaru concurred. "One of the reasons we haven't told Naruto-san about this is because he's...not always the best at keeping his emotions under control. In a situation like this especially, he might have difficulty reacting logically, and the last thing we want to do is alert whoever did this that we're onto them. But on the other hand, if we're not the only ones who've figured this out, secrecy may be a lost cause anyway. What do you think we should do?"

"The first thing we need to do is see the Hokage. Come on."

* * *

Izumo and Kotetsu stood on either side of the main gate into Konoha, watching the approach of a nondescript chuunin. The man raised one hand and formed a seal, molding his chakra. Izumo and Kotetsu recognized it as the "key" for the wards around Konoha's borders, so they weren't alarmed.

The wards lowered, causing the genjutsu to dissipate and revealing the gate, about ten feet to the left of where Izumo and Kotetsu were standing. The chuunin offered them a nod as he passed them by and walked into Konoha.

Once inside the village, Itachi made for an out-of-the-way alley, where he released his Henge. Three copies of himself appeared, each of which dissipated into a small flock of coal-black crows. A few at a time, they flew out of the alley and out across the rooftops.

"And now you, Konan-san." Itachi's red-and-black cloak paled to white and dissolved into pieces of paper. "Your chakra-masking was most impressive," Itachi commented. "Even my Sharingan couldn't detect any differences between your paper and my normal cloak."

The papers rustled in acknowledgment before coalescing into what appeared to be an ordinary civilian woman. She nodded to Itachi and walked away into the village.

* * *

Hinata and her teammates sat under one of the trees that bordered the training area. Kiba was speaking in a low voice, one hand resting on Akamaru's head. "This is seriously weird," he said. "I mean, Hinata, I was with you and Ino-chan when you went to the hospital with Sakura-san. And obviously Sasuke-san was in pretty bad shape, but Akamaru didn't think he smelled like he was dying. He was in a stable condition, right, Akamaru?"

Akamaru yipped to confirm Kiba's statement. "And then, afterward, he said that the nurse who came in had a much stronger chakra than a regular nurse."

"That makes sense, though," Shino said. "Why? Because there was a possibility that Itachi might come back to finish the job. Of course the Hokage would assign Sasuke-san some kind of undercover bodyguard."

"Yeah, but if Sasuke-san wasn't in immediate danger and then he suddenly died, that's kind of suspicious, right? Whatever happened, shouldn't an ANBU or jounin bodyguard have noticed?"

"That's not a-all, either," Hinata added. "After Kiba-kun told me about it, I-I noticed someone following me around. And, I'm sorry Shino-kun, but you know that with m-my Byakugan I can see through an ANBU mask, and t-the person w-was your uncle Torune-san."

"Is he following you at the moment?" Shino asked.

"Y-Yes," Hinata answered. She reached down and with one finger, wrote the distance and direction to his hiding place in the soft dirt.

Shino stood and ambled off in the direction she'd indicated. Torune had concealed himself in a stand of trees, using a simple camouflage jutsu to blend in with his surroundings. "Uncle," Shino said, "I'm concerned about your recent habit of following my teammate. Please explain why you're doing so."

"It's none of your concern," Torune answered as he allowed himself to fade into visibility. "It's a matter of official ANBU business."

"Nevertheless, you must admit that the circumstances are suspicious. And I believe it _is_ my concern. Why? Because Hinata-chan is my teammate and friend. If there is a legitimate reason for this behavior, please alert me to it, otherwise it will be my duty as a member of Team 8 to inform Hyuuga Hiashi-sama."

Torune scrutinized his nephew for a few moments. The blank circles of his sunglasses revealed nothing of his thoughts, but Torune could sense the kikaichu swarming beneath the surface of his skin, gathering at the exit points along his arms. His own passengers stirred in response, but he quieted them with a pulse of chakra. _Harming or killing him will only confirm his teammates' suspicions. I should report to Danzou-sama for orders. If some of the genin are developing hunches about the manner of Sasuke's death, and especially if they've communicated these to their jounin sensei, he needs to know about it._ Tensing his legs, Torune leaped into the trees and from there to a nearby rooftop.

Shino watched him go. _Don't attack him,_ he told his kikaichu. _We don't have sufficient grounds for that yet. There could still be an innocent explanation...though I'm starting to doubt that._

* * *

Hikaru whistled as he strode out of the Barrier Headquarters and made a beeline for Ichiraku Ramen. There was nothing he liked better on a cold, overcast day like today than a steaming bowl of pork ramen. A flash of motion at the edge of his vision drew his attention, and he glanced up to see a crow alighting on a nearby lamp-post. It ruffled its feathers and tilted its head to look down at him.

Its eyes were red.

_That's a Sharingan!_ The briefing they'd all been through about Uchiha Itachi's infiltration flashed through his mind, and he opened his mouth to call out.

**Be silent.**

The voice in his head was quiet but commanding, and it didn't even occur to him to disobey.

**Continue about your business.**

Hikaru resumed his progress toward Ichiraku.

* * *

"I see," Tsunade said gravely. The members of Team 10 sat across the desk from her, with Asuma standing behind them. Ino and Chouji were fidgeting nervously, but Shikamaru's eyes were narrowed and he was holding his hands in the characteristic position that meant he was concentrating hard on something.

"I was concerned that if I didn't tell them _something_, they'd continue investigating on their own and potentially tip off whoever's responsible," Asuma explained.

"You acted correctly," Tsunade said, before turning her attention to the chuunin and genin. "What I'm about to tell you is to be considered classified information. Do you understand?"

The three nodded in unison.

"The autopsy I performed on Uchiha Sasuke revealed that-" Tsunade broke off as a sharp knock sounded on the door. She nodded to Asuma, who tapped a seal by the door to unlock it and release the soundproofing jutsu that prevented anyone outside from eavesdropping. The door swung open to reveal an agitated Shiranui Genma.

"Hokage-sama," he said, "eight key personnel have failed to report to their posts." He handed her a sheet of paper, which she quickly scanned. "Put the Barrier Guards on alert, tell the hospital staff to prepare for a possible mass casualty event, and make sure Iruka-san's ready to escort the Academy students to the emergency shelter."

"You think whoever killed Sasuke-san is making another strike?" Chouji asked.

"No," Shikamaru said, "she thinks this is something worse."

"Worse?"

"Itachi has had two opportunities to kill Sasuke-san now, and both times, he's left him alive. It's clear that he's done so for some purpose. Whatever plans he was laying, Sasuke-san's death disrupted them...and I doubt he appreciated that." He looked left and right at his two teammates. "The most infamous missing-nin in the world is coming for us."

* * *

A few minutes earlier, sealing expert Yoshiki Kojima was walking down a narrow street, munching on an onigiri. _We're lucky Jiraiya-sama came back to the village_, he thought. The Toad Sannin had taught a few of Konoha's best sealers the jutsu he'd used to seal Uchiha Itachi's Amaterasu in one of the outlying towns. Although too difficult to be used in ordinary firefighting, it would be invaluable if Konoha was attacked again. Kojima carried a few of the seals with him for distribution to guard stations around the village.

There were a number of fliers stuck to the walls and pipes at the sides of the street. "Lost Dog, Answers to 'Chibi'," one of them advertised. Yoshiki took another bite of his onigiri...and then stopped in mid-stride.

One of the posters had fluttered, but there was no wind.

Kojima kept walking but let one hand drift down toward his shuriken pouch. From the corners of his eyes, he saw the fliers starting to separate from the surfaces where they'd been posted. _Those must have chakra in them; how did whoever's using them get them past the barrier?_ There were papers gathering ahead of him too, floating in midair. _I've been cut off from exiting at either end of the street. Okay, then. Up!_ Kojima jumped straight up in the air, dropping his onigiri and throwing a handful of shuriken.

There had been a humanoid shape forming behind him in midair, but now it broke apart into pieces of paper, the shuriken passing harmlessly between them. Kojima reached up for the edge of the nearest roof. His fingertips gripped it, and he began to pull himself up.

Then the rooftop rippled under his fingers.

The gray-brown wood of the roof turned chalk-white, and Kojima realized with horror that it had been covered with more paper. His fingers lost their grip, and he fell to the ground. He landed on his feet, but there was paper all around him now. A few pieces slapped themselves over his mouth and nose. _I can't breathe!_ He clawed at them, but they were pressed too tightly to his skin. It felt almost as if they were melding into it.

After a few minutes, Kojima slumped to the ground. A hand formed out of the swirling papers and reached into his pocket to retrieve Jiraiya's seals.

* * *

"The initial infiltration stage should be completed by now," Pain said. "Get ready to move out."

Next to his God Realm body, Kisame grinned and drew Samehada. "Let's get this show on the road!"

Spaced out around the village, Pain's six bodies and Kisame leapt up onto the great wall that surrounded Konoha. Chakra crackled over them as they breached the barrier that was meant to protect the Hidden Leaf. Thanks to Itachi and Konan's work, only three of the seven breaches were detected and reported.

"Try not to wreck the outer wall," Kisame suggested to Pain. He drew in a great breath and leaned forward. A torrent of water spewed from his mouth, rushing down the streets and filtering between the builidings.

Plates folded back from Asura Realm's scalp, revealing a glowing, pulsating red light. A laser beam arced out, slicing through the upper stories of several buildings. "The hunt for the Kyuubi jinchuuriki begins now."

* * *

**A/N:** Some of us in the Itachi FC on NF were talking about characters who are similar to Itachi in other shows/movies/books, and I mentioned The Doctor. Like Itachi, he faced a terrible choice of wiping out his own people or watching a catastrophic war kill untold numbers of innocent people. Like Itachi, he chose to become a kinslayer rather than let everything burn, and the way that choice has haunted him since has become a defining aspect of his character. "A Good Man Goes to War" is the title of one of the _Doctor Who_ mid-season finales in which The Doctor goes to war against people who're holding someone he cares about captive. It's part of a poem that's filled with dark imagery ("Night will fall and drown the sun", etc), which seemed like appropriately ominous foreshadowing.

Kikaichu are the name for the bugs that the members of the Aburame clan host in their bodies, and onigiri are rice balls (usually with some kind of filling inside like tuna or pickled plum).


	3. Cry Havoc

**Disclaimer:** Nope, still don't own it.

**Warning:** Character death alert level: red (as in "wedding").

* * *

**Chapter 3: Cry Havoc**

"Neji-kun, what is that?" Tenten peered at the small box Neji carried in his hands.

"It is a gift for Lee-san. A book on the philosophy of the warrior by one of the great samurai of the Land of Iron. I thought he would enjoy reading it while he recovers from the surgery."

"That's a great idea!" Tenten watched her teammate from the corner of her eye. _Your match with Naruto really changed you, huh? You would never have thought to bring Lee-san a gift before this._ She was about to comment on how lucky it was that Gai wasn't there, because otherwise everyone in a fifty-mile radius would know how "youthful" Neji's gift was, when a vast rushing sound from behind them made her spin around.

A foaming, churning, wall of water flowed toward them down the street. _What?_ The two young ninja jumped as the wave reached them, landing on top of it as easily as if it had been solid ground.

Cries of alarm echoed around them, and Tenten saw several civilians floundering in the water. She grabbed a middle-aged woman under one arm and a young boy under the other, and sprinted up the side of a nearby building, depositing the civilians on the roof. A little further down the street, she saw Neji doing the same thing for a young couple. The man had a cut on his head, and Neji flagged down a medic-nin on her way to the hospital to look at him.

"What's going on? Are we under attack?" Tenten asked as she rejoined Neji.

"I think so. This is way too much water for a burst pipe or ruptured tank."

"Are you saying it's a suiton? But who could do that on this scale?" Scanning her surroundings, Tenten could see that the neighboring streets were flooded too.

"If it is a suiton, standing on it may not be safe."

"But all the streets are flooded, and the lower floors of all the buildings."

"Exactly. The jutsu severely hampers our mobility while providing an advantage to our enemy. We should report to the nearest ANBU guard-post right away to get a better report of the situation."

"Right! There's one just outside the hospital; let's head there."

Tenten made for the nearest building, intending to leap from roof to roof and avoid staying on the water. But Neji grabbed her wrist. "Look." He pointed down into the water, and she saw white shapes under the surface, circling them.

"They're trying to keep us away from the buildings!"

"What are they?" They looked like large fish, but they were so pale, and they almost seemed to be coming apart...

Sheets of paper burst from under the water, rising all around Neji and Tenten. Some had writing on them: "Where is Uzumaki Naruto?"

"Naruto? Why do you want to know about him?" Tenten reached into the pouch at her side and withdrew a scroll. Several of the papers folded into shuriken and launched themselves at Tenten. Drawing a kunai with the hand that wasn't holding the scroll, she deflected them, but they simply unfolded themselves, re-exposing the writing: "Where is Uzumaki Naruto?"

"We aren't going to tell you anything!" Neji declared, activating his Byakugan. This seemed to anger whoever was controlling the paper, because more pieces flung themselves at the duo now, taking the shape of kunai and shuriken. "Kaiten!" Neji spun in a circle, knocking all the paper weapons away.

_Yes!_ Tenten's sense of triumph was short-lived. The weapons Neji had deflected simply curved back toward them. _I'll protect you this time._ Tenten unfurled a scroll, and weapons of every shape and size flew out, each one knocking one of the paper weapons off-course.

The paper storm came around for another pass, and another, and another. "Deflecting them isn't enough," Neji said, "we need to disable them." He bent his knees and stretched out his arms, taking up the stance that meant he was switching over to Jyuuken. This time, when the flurry of papers came at them, he slammed his fingertips into each piece, causing them to fall inert into the water.

The few pieces of paper that remained came together, and the image of a woman's face appeared. Narrowing her amber eyes, she said, "The sooner you tell us where Uzumaki Naruto is, the sooner we will leave your village. Perhaps it is necessary to remind you of the consequences of delay."

"Neji! The water!" Under their feet, portions of the water itself were solidifying into yet more pieces of paper. Rocketing upward, they engulfed Neji. He used Jyuuken to deactivate as many as he could, but more and more clung to him. Tenten saw that many of these bore kanji, and to her horror, she realized that they weren't repetitions of the previous question about Naruto but the symbol applied to exploding notes.

Tenten flung herself at her teammate, not exactly clear on what she was going to do, but knowing that she had to try _something_. "Tenten, get back!" Neji called out, and began to spin. The kaiten threw off some of the tags, but not enough. It did, however, succeed in knocking Tenten back.

The blast blinded her for an instant, and the roar in her ears was like a thunderclap. The explosion had raised a fine mist from the water, and as it cleared, she saw Neji floating face-down.

"Neji!" Tenten turned Neji over and felt for a pulse. It was there, but weak and thready. "I'm going to get you to the hospital! You'll be alright!" Neji's hitai-ate had been blown off, and the seal on his forehead almost seemed to glow.

"Too late...for that..." Neji rasped.

"Don't say that!" To her amazement, Neji smiled.

"Now I...understand...why my father chose...to give his life...for someone else..." Tenten watched as the vivid green mark on Neji's forehead faded away, leaving the skin chalk-white but unblemished.

"Will you tell me what I want to know now?"

Tenten lowered Neji gently to the surface of the water, and when she stood, she was gripping another scroll so hard that her knuckles were white. "The only thing I'm going to do now...is kill you!" She tossed the scroll up in the air, and it whirled around her like the coils of a dragon. Weapons appeared, one after another, and as fast as they manifested, Tenten grabbed them and threw. Her aim was flawless, each projectile finding its mark in one of the swirling papers. But there were just so _many_, and the water was beginning to churn under her as well.

Something slammed into Tenten from behind. _This is it,_ she thought. _Sorry I wasn't able to avenge you, Neji-kun. I tried..._ But then she looked down and saw that it wasn't a band of paper wrapped around her midsection. Instead, it was a yellow-orange arm with three nail-less fingers and a thumb. Whatever had grabbed her was leaping upward, and soon they were bounding across the roofs, away from the paper woman.

"You okay?" a croaking voice asked.

"Y-You're one of Jiraiya-sama's frogs!"

"Yes. My name's Gamahiro. How badly are you injured?"

"I'm okay, Gamahiro-san, but I want to fight!"

"Well, you're going to get your chance, that's for sure."

* * *

Lee peered out the window of his hospital room, watching the floodwaters seep through all the streets and plazas of Konoha. Smoke rose from some of the buildings, explosions shook the ground every few seconds, and teams of shinobi could be seen leaping from one rooftop to another as they raced to confront the invaders and tend the injured.

_Neji-san! Tenten-chan! Gai-sensei! I am sorry that I cannot aid you with my youthful strength! _Although he knew Tsunade had done everything she could, Lee couldn't help but be frustrated with the pace of his recovery. Tenten had told him about what had befallen Kakashi and Sasuke, and he hated being stuck in bed when someone was threatening his friends and comrades.

He grabbed the bottle of medicine Tsunade had left on his bedside table. _I promise, I will recover as fast as possible! _He lifted the bottle to his lips and drank it all down in one gulp.

Almost immediately, warmth spread through Lee's body. Along with the warmth came a resurgence of impatience with his condition. Konoha was under attack! Someone could be trying to kill Neji or Tenten or Gai at this very moment! How could he, the Noble Green Beast of the Leaf, possibly sit idle in such a situation? No, he would battle these enemies with all the power of his youthful spirit!

As if on cue, shouts and screams from outside declared that the fight had reached the area around the hospital. Throwing the window open, Lee saw something that resembled a giant centipede, though how it could move with those spikes of black metal stuck into it, he didn't know. _Alright, here I go! Gai-sensei, I will make you proud!_ Lee vaulted out the window and sprinted down the side of the building to meet the threatening monstrosity.

"Hey!" he yelled. "Whaddaya think yer doin'?" His lips and tongue felt thick for some reason. _It must be a side effect of the medicine. No matter! If I can't defeat this beast anyway, I will eat nothing but brussels sprouts for a whole week!_ The side of his foot slammed into the creature. He felt its carapace crack, and it splashed into the water.

Lee found himself swaying back and forth, but assumed that was due to the motion of the water. A shadow passed over him, and he looked up to see a huge bird. It had the same spikes driven into it as the centipede and an almost crumpled-looking beak. Come to think of it, it had the same _eyes_ as the centipede too, lavender with concentric rings around the pupils. Looking at them made him kind of dizzy.

The bird launched into a dive aimed directly at him, and he barely managed to flop backward so that its very pointy beak passed harmlessly above him. "That ishn't nice!" Lee complained, and drove a knee up into the bird's feathery stomach. It plopped into the water to join the centipede.

There was a splash from behind him, and he spun around (stumbling a little), expecting to see that the centipede had resurfaced. Instead, there was a man in the red-and-black coat of the Akatsuki standing there. _He looks like he has three faces. This medicine must be making me see triple! But that's okay, I will just punch him THREE TIMES AS HARD! YOSH!_ Even having three faces wasn't as strange as what the attacker did next: he raised his clenched fist, whereupon it flew right off his body. A jet of steam trailed behind it as it made a beeline for Lee's chest.

Lee lurched to one side, tripped over his feet, and fell flat on his face. The fist sailed past him, but as he stood up, he saw that it was coming around for another pass. This time, he windmilled his arms and went over backward. The fist soared back to his opponent and reattached itself. Now the man seized his Akatsuki coat and ripped it off, revealing two more sets of arms and a serrated tail. "Oh, you wanna fight, huh?" Lee tried to stand up straight and extend an arm toward his opponent in the "ready" stance Gai had taught him, but found himself wavering back and forth.

Asura Realm sprinted toward Lee, swinging with all six of its fists. Lee stumbled to one side, then hopped to the other, evading all the blows. The tail whipped around, and Lee would have spun out of its path, but something slammed into him from the other direction, and the tail grazed his side.

"Ya got the first hit, but I still don' like ya! Ish unoo...unyoosh..."

"Unyouthful." The voice came from the roof of the hospital. Lee and his opponent both looked up to see Tsunade standing there, arms crossed over her chest.

"Gohage-kama! Good ta see ya!"

Tsunade's eyes widened. "Lee, are you..._drunk_?"

"No way! I'm not old enough ta be drunk! I'm offenderated that ya would think I'd break the lawsh of Konoha!"

Tsunade glared down at Asura Realm. "You're endangering the lives of my patients and forcing one of them to fight when he's in no condition to. I won't stand for it!" With that, she dropped down from the roof, one leg extended to slam into her target. Something that Lee couldn't see intercepted her in midair, knocking her off-course.

"That happened ta me too! He'sh not fightin' fair!" Lee pointed an accusing finger at Asura Realm.

"There's someone else here, probably concealed by a jutsu." Tsunade raised a thumb to her mouth and bit down. "Kuchiyose no Jutsu!"

A towering, green-and-white slug appeared. It gasped in shock. "Tsunade-hime! What's happening here?"

"The village is under attack. I need you to move through the village and heal anyone who needs it."

"Right away!" Katsuyu split into a hundred smaller versions of herself, which scattered across the lake in front of the hospital.

Lee prepared for Asura Realm to charge at him again, but instead the strange being peeled one of its hands off as if it were a glove. Beneath lay a cluster of missiles, coated in something that was either mucus or oil. One of them shot straight at Lee.

"Ha! Ye're gonna hafta get up earlier in the day ta beat Leaf's Nubile Great Beef!" Lee staggered out of the missile's path, and it exploded harmlessly in the water, throwing up a cloud of spray. Then he flopped down on the surface of the water and began snoring loudly.

"Lee! Lee!" Tsunade sprinted toward him as Asura Realm fired another barrage of missiles. Something grabbed her around the waist and lifted her off the surface of the water. "Lee, wake up!"

Lee gave no sign that he had heard her, but just as the missiles were about to reach him, his eyes snapped open. "Didn't yer mama teach ya not ta mess with somebody when they're sleepin'?" Despite moving in a totally uncoordinated fashion, he somehow managed to dodge all the missiles.

Tsunade, meanwhile, had driven a hammer-fist down onto whatever was holding her. It dropped her back onto the water, but she jumped up again, landing squarely on something invisible. _It's huge! It must be a high-level summon._ One small part of Katsuyu perched on her shoulder, and through it, she sensed the activities of the others. Flares of chakra signified their determined efforts to heal people who had been burned or stabbed, lacerated by paper or mauled by sharks. The smooth cessation of those chakra pulses let her know that someone had been successfully healed and sent to the nearest emergency shelter, but far too many of the pulses were brief and quickly cut off. Tsunade knew these meant that Katsuyu had tried to heal someone, only to find them already dead. Some of these were civilians, trapped in buildings that rapidly filled with water when Kisame's flood burst through their windows. Some were ninja that Tsunade remembered seeing in the mission-assignment room: Aoba, Raidou, Neji. With a roar of rage, she punched the bumpy, yielding surface beneath her with all her might.

A grayish-green creature resembling a chameleon appeared. Like the other summons, its body was studded with black metal spikes, and its eyes sported concentric rings around the pupils. As it sank into the water, an orange-haired woman in an Akatsuki cloak swam out of its mouth.

"Oh no you don't!" Tsunade dove into the water after her, acutely aware that if Kisame was anywhere in the vicinity, she had just voluntarily surrounded herself with his weapon. A single kick brought her alongside the mysterious Akatsuki member-who, she noticed, had the same eyes and piercings as all the summons. She reached out and grabbed the woman's arm, flowing a tiny amount of raiton chakra into her body. The disruption of her nerve signals made her muscles seize up, so she couldn't struggle as Tsunade took a tighter hold on her. _Those metal bits, they're important somehow._ Tsunade grabbed one of the studs and yanked. There was no blood as it slid out of the flesh, and Animal Realm didn't attempt to cry out. Tsunade pulled out each of the studs in turn, and watched as Animal Realm's eyes slid closed.

Swimming back to the surface, Tsunade saw Lee in close combat with Asura Realm. His movements were spontaneous and erratic, so even though the Akatsuki member was able to deliver three swings for every one of Lee's, none of them were connecting. She sprinted across the surface of the water, kicking up spray, and vaulted over Lee. Asura Realm was leaning forward to make another strike, so she dropped her leg squarely across his back. Metal and bone cracked, and struts and screws flew out in every direction.

But Asura Realm wasn't quite done for yet. As he collapsed, he fired one last missile. Turning to follow its course, Tsunade saw that Lee was blinking and looking around quizzically. _His system's metabolized the alcohol. _There would be a few moments of disorientation before he got back into his normal fighting mindset. A few moments too many.

Tsunade threw herself into the missile's path. _Byakugou!_ Tsunade hissed in pain as the missile exploded, but her healing jutsu was already knitting flesh and bone back together.

"Hokage-sama..." For once in his life, Lee seemed lost for words.

"Get back to your room, Lee."

"But Hokage-sama! What if there are more of them?"

"Then you'll need to be the last line of defense for the patients who are too ill to be moved to the emergency shelters."

"Yes, Hokage-sama! I will protect Konoha's most vulnerable citizens with my life!" Lee shouted these last words from halfway up the wall of the hospital, already sprinting back to the window he'd jumped from a few minutes ago.

* * *

Tsunade had left the Hokage Tower as soon as the floodwaters closed around its base. "There are patients in the hospital who can't be moved. That's also where the wounded will be brought."

"Where do you need us?" Asuma had asked.

"Wherever the fighting is worst," Tsunade had answered grimly, and swung out over the window ledge.

"Wherever the fighting is worst" had turned out to be right there.

It started with a yell of "Fire!" from one of the chuunin manning the desk in the mission room. Being ninja, all those currently present in the Hokage Tower made for the nearest non-submerged exit in a calm and orderly manner. As Team 10 followed them out, they heard cries of alarm.

"We can't leave through the door," Shikamaru said instantly. "Preferably not through any exit on this side of the building."

"What if we don't leave through a door or window at all?" Chouji asked.

The back wall of the mission room exploded outward in a shower of wood chips as Chouji rolled through. Shikamaru used the shadow of the tower to yank him to the side as soon as he emerged, to thwart any projectiles that might have been hurled at him. The Nara genius noticed that the shadow was deeper than it should have been.

"Shikamaru! Shikamaru, look!" Ino was pointing upward, to the roof of the tower. Flames were peeking over the line of the roof, clearly having spread from the other side. They were as black as a moonless night.

_That's Itachi's jutsu._ Shikamaru immediately began mentally reviewing everything he knew about Itachi from the Bingo Book and what he'd heard of Kakashi and Naruto's encounters with him.

"Form up!" Asuma barked. "Whatever you do, don't make eye contact with him."

"Meeting the reflection of his eyes in the water could be dangerous too," Shikamaru added. "Try to focus your gaze on places that will allow you to glean strategic information: his hands for seals, and his feet for physical movements."

Asuma nodded. _Exactly the advice I would have given. _"Let's make our way around to the front of the building. That's where our people are under attack. If we can set up a flanking maneuver-"

"I am afraid it is too late for that, Asuma-san."

For the second time in a month, Asuma found himself facing Uchiha Itachi. The missing-nin's deep voice was calm, but his chakra roiled like a storm cloud, making the fine hairs on the back of Asuma's neck prickle. The last time they'd fought, Itachi had been coldly efficient, and although he was outwardly projecting the same aura now, Asuma knew that something was different. _If Kurenai and I had stood aside before, I think he really would have let us go. So long as we weren't obstacles, he had no interest in us. Now..._ He'd seen shinobi overcome by bloodlust before, during the war with Iwa. After killing so many, and witnessing the death of so many comrades, some ninja simply broke. Atrocities had been committed, on both sides, by those who ceased to be able to distinguish between enemy combatants and civilians, who had vainly tried to numb their rage and pain by killing anyone associated with the other side. Itachi, Asuma sensed, was like that now, though he held the mask of control much more firmly in place than any Leaf- or Stone-nin Asuma had met before. _He isn't going to let any citizen of Konoha who crosses his path today walk away alive._

His gaze locked on Itachi's feet, Shikamaru was the first to notice the ripples in the water. "Suiton jutsu!" he called out, and leapt away just as rotating columns of water shot up from the surface. On either side of him, Ino and Chouji did the same. Asuma instead dodged between two of the columns, sprinting toward Itachi in a zigzag pattern. As he ran, chakra glowed blue around his trench knives. Faster than Shikamaru's eyes could follow, a set of shuriken appeared in Itachi's hands and he flung them at Asuma, but the jounin parried them all with his blades. Then Asuma had closed to melee range, Itachi gracefully dodging each swipe of the knives.

"Shikamaru, why don't you use your Kage Mane to hold him in place?" Chouji asked.

"Because Asuma-sensei has his own plan, and I don't want to screw it up." Shikamaru had gleaned that much from the glance Asuma had thrown back over his shoulder as he charged the Uchiha. He even had a good idea what it was.

He was proven right when Itachi slid backward to dodge one of Asuma's thrusts. Asuma smirked, and a chakra extension shot forward from the tip of the physical blade, stabbing through Itachi's torso.

"You got him, sensei!" Ino exclaimed, but it wasn't so. Itachi's features blurred and disintegrated, leaving only a mass of water standing in front of Asuma. It quickly flowed back into the "lake."

Asuma spun around. "It was a feint! Look out!"

Another vortex of water sprang up, curving toward Ino. She jumped out of its way, but half her attention was still on Asuma, and it clipped her side as it went past. She hissed in pain but landed on her feet.

"Over there!" Chouji yelled, seeing Itachi standing on the roof of one of the buildings next to the Hokage Tower. He reached out, and his arm swelled and stretched. Itachi hopped down from the roof, but wasn't fast enough to prevent Chouji's giant hand from grabbing him.

Shikamaru frowned. _He was keeping up with Kakashi-senpai. Chouji shouldn't have been able to catch him without me using Kage Mane to hold him still._

Chouji's fingers closed around Itachi, and he began to squeeze. Instead of the expected gory spectacle, there was a fiery explosion, and Chouji drew his arm back with an anguished cry.

Ino rushed over to him, and was trying to remember the elementary medical ninjutsu she'd been struggling to learn when she heard a soft splash. She slowly lifted her eyes, expanding her field of vision inch by inch, until she saw sandal-clad feet with bruise-purple toenails. The water rippled ever so slightly around them, reacting to the weight of something foreign. _Not a Mizu Bunshin then? Another one of those exploding Kage Bunshin? Or is this the real one?_ She glanced sideways, and saw Shikamaru swallowing hard. _He thinks this is the real Itachi. That's good enough for me._ "Shikamaru," she said.

He nodded, understanding what she was going to do. Neither of the clones they'd encountered so far had moved much unless directly attacked, and even then, they expended the minimum amount of energy necessary. If the original maintained the same fighting style, she would be able to land a hit. Shikamaru caught Asuma's eye, and the tiny inclination of his sensei's head told him that he understood the plan.

Shikamaru's shadow passed under Chouji's and connected with Ino's, holding her body upright as her mind fled across the gap between her and Itachi.

Then she was in.

_There were no stars in the sky, and the moon was red and dripping. An endless black plain stretched off in all directions, strewn with irregular shapes. __**What is this? Tsukiyomi? But I didn't look in his eyes!**_

_A voice whispered in her ear. __**And where do you think the world of Tsukiyomi comes from? It's created by my mind, the mind you're inside now. **_

_Ino whirled around, but there was no one there. __**Okay. Okay. I have to figure out how to access sensory information, otherwise I won't be able to leave his body when Asuma-sensei kills him. It usually isn't this hard! Is this some kind of genjutsu barrier within his own mind?**_

_The shapes dotting the landscape came into sharper focus. There were racks and wheels and maids-of-iron, wooden frames with manacles dangling from crossbars. A chill wind swept across the field, making the wheels creak and the manacles clank. The sounds almost seemed to be whispering a name..._

Ino slammed back into her own body with a gasp. Asuma was halfway between her and Itachi, a cloud of ash spraying from his mouth. Shikamaru turned toward her, his eyes wide. _Too soon!_

"I'm sorry! I couldn't stay in there any longer! I would-" _I would've lost myself. I would've gone mad._

Asuma clicked his teeth together, and the cloud of ash ignited with a _whump_. But Itachi's hands were already moving, his fingers blurred. Water rose up around him in a cylindrical wall that produced a sibilant hiss as the fire hit it. As soon as the flames faded, Itachi shot through his own water wall. He had kunai between his fingers now, like claws, and Asuma wasn't able to bring his own weapons up quickly enough to prevent Itachi from burying the kunai in his stomach. He pivoted his wrist, twisting the trio of kunai before yanking them out.

"Sensei!" Shikamaru commandeered Ino's and Chouji's shadows, adding them to his own and sending the combined patch of darkness across the water. When it was bare inches from Itachi's heels, the Akatsuki member swiped his bloody kunai across Asuma's throat. Vaulting over the body, he skipped out of reach of Shikamaru's shadow.

Chouji stood up, grimacing as he reached into his pocket with his burned hand and pulled out a small plastic box divided into three compartments. Each one held a brightly colored pill: green, yellow, red. He popped open one of the compartments and crunched the green pill between his teeth.

"Chouji!" Ino's eyes were wide.

"This is Uchiha Itachi, Ino. We can't hold back, not if we want to save ourselves and avenge Asuma-sensei." The air around Chouji seemed to waver like a mirage as he pulled out a long string of ninja wire with kunai tied on and draped it around his body. He clapped his hands together, and his whole body swelled like rising dough. Pulling his arms and legs in close to his body, he began to spin, rolling towards Itachi like a juggernaut.

Itachi deftly sidestepped, but Chouji reversed direction immediately, zeroing in on the missing-nin again. _He's never showed that kind of agility when we train!_ Ino thought. _How..._ Then she saw that Shikamaru had his fingers pressed together in the position he used when concentrating. Glancing down, she saw his shadow snaking away across the water. _He's helping Chouji change direction!_

Regardless of Shikamaru's help, Itachi kept slipping out of Chouji's path. Soon enough, he began to counterattack with more water drills. Shikamaru tried his best to maneuver Chouji around them, but eventually one of them hit the genin, impacting his rotating form at just the right angle to knock him high into the air.

As he flew upward, Chouji stopped spinning. _This is bad! I'm a sitting duck until I hit the surface of the water again!_ At the apex of his trajectory, Chouji pulled out the box of pills again. His face set in a determined expression, he ate the yellow _karegan_ pill. As he began to fall, his body expanded again.

"Shikamaru!" Ino yelled, already leaping backward. "You have to get clear!"

"Sorry, Ino. It's troublesome, but I have to use Chouji's shadow to make sure Itachi can't get out of the way either."

Chouji plummeted down through the sky, gaining speed as he went. Itachi seemed strangely unperturbed, simply tilting his head back to watch the gargantuan Chouji's approach. When only ten feet remained between him and crushing doom, there was a flash of light and Chouji's descent was halted.

"What...is that?" Shikamaru gaped at the shimmering rib-like structures that curved around Itachi's right side. A skeletal arm made of chakra stretched out from them, Chouji resting on its splayed hand. The glowing fingers closed, digging into Chouji's flesh, and the hand cocked back, flinging Chouji away over the buildings.

The partial skeleton flickered out of existence as Itachi turned his attention back to the two remaining members of Team 10. Ino gritted her teeth, remembering what Sakura had told her about the battle in the Forest of Death. _I'm done with hiding behind my teammates too! It's my turn to protect them!_ She pulled out a kunai with one hand, grasped her regrown ponytail with the other, and sheared through it with the kunai. As Itachi charged them, she flung the hair out into his path, running her chakra through it.

For a moment, the hair wrapped around Itachi's ankles, stopping him in his tracks. There was a pulse of chakra, and he broke the bindings, continuing his advance. But the momentary reprieve had given Shikamaru the time to take out a pouch of food pills Chouji had pressed into his hand as they exited the Hokage Tower. He swallowed a few, feeling energy radiate through his limbs. Keeping his eyes fixed on Itachi's hands, so that he could watch for any seals, he reached for the massive shadow of the Tower, now half-consumed by flame. He merged it with his own and Ino's, and then drew on the extra chakra from the food pills to pull the shadow off the surface of the water. Three-dimensional tendrils of shadow wrapped themselves around Itachi's limbs, holding him in place far more effectively than Ino's hair trap had done. Sweat beading on his brow, Shikamaru pulled a few more threads from the shadow. These had sharpened points, and drove straight through the immobilized Itachi's torso.

_I did it!_ Shikamaru exulted...and then he realized that Ino was screaming at him. "Look out, Shikamaru!"

Shikamaru's vision wavered, and with horror he saw that Itachi had backed off and was standing a few yards away, completely unharmed. Frothing torrents of water were lifting themselves from the lake they all stood on. "How?" Shikamaru managed to get out before they slammed into him from all sides.

"It is not only my eyes that I can use to cast genjutsu," Itachi explained, lifting the finger with the Akatsuki ring on it. "As soon as you looked at my hands to discern what seals I was making, you were caught."

Itachi's jutsu had knocked Shikamaru onto his back, and he was pretty sure that at least one of the water spikes had pierced him clean through. He tried to stand, tried to bring his hands together in a seal, because he was a chuunin and his teammates needed him, but it was no use. His last thought was to consider the irony that he was going to die as he'd spent so much of his life: staring up at the clouds.

Another quick slice with Itachi's kunai was all it took to dispatch Ino. He was about to go in search of the Hokage when he saw Chouji emerging from between two buildings. The boy's appearance had changed dramatically: no longer pudgy, his clothes hung loosely on his body, and his cheekbones stood out in his face. A pair of magnificent chakra-wings spread out from his shoulder blades, and with his Sharingan, Itachi could see the same chakra blazing throughout Chouji's body. "You are too late," he said.

"For them, yes. But not for everyone. Not for Kiba and Shino and Hinata, not for Naruto and Sakura. Not for Lee and Tenten and Neji." Chouji's fists clenched, and he barreled across the water toward Itachi. Glowing ribs materialized around the Uchiha, but Chouji took no notice. He grabbed the ribs and continued his sprint as if the massive structure meant nothing to him.

The Hokage Tower, now entirely alight with black flame, loomed closer and closer. Chouji could feel the heat on his face, and sweat poured down his body. Still, he kept on, intending to ram Itachi straight into the burning tower. His heart pounded, and a stabbing pain resonated though his chest with each beat. He had no fear of Amaterasu, since he knew that the side effects of the red _tongarashigan_ pill would likely be fatal.

Stone and wood flew in all directions as Chouji and Itachi smashed through the wall of the tower. The heat inside was stifling, and billowing smoke obscured Chouji's vision. He looked down and saw that the ebon flames had taken hold on his clothing. The adrenaline dumped into his veins by the Akimichi pills kept him from feeling any pain, but he knew that he had sacrificed his only chance of surviving the battle. _At least I've taken Itachi down too. There are gaps between those ribs, and who knows? Maybe Amaterasu can even burn right through them._

As the dust settled, Chouji saw an orange glow among the eerie black light of Amaterasu. Itachi was sitting on the floor, having been knocked down by Chouji's assault. But instead of the simple ribcage he'd sported before, he was now surrounded by a full humanoid head and torso made of orange chakra that kept the inky blaze away from his body.

_Dammit._ It was a struggle to breathe, and Chouji could feel his heartbeat becoming progressively more erratic. Even his wings were being covered by the flames now.

Itachi, it seemed, had noticed the same. "So, the butterfly becomes a phoenix," he murmured.

Chouji forced his fists to close once more and punched the support pillars to either side of him, bringing the whole inferno down on both his own head and Itachi's. _Father, you were right: I did find friends who would stand by me and help me to become strong! I'm sorry, but I have to go join them now..._

* * *

Kisame knifed through the water, weaving through the submerged streets of Konoha as easily as one of his summoned sharks. The water was murky with dirt and debris, but Kisame's other senses more than made up for the poor visibility. The currents brushing against his skin told him which way the water was flowing and where it was being disturbed by fights or pulled up for use in suiton jutsu. The scent of metal told him where even a single drop of blood had spilled, and the ebb and flow of Samehada's hunger told him the strength of all the ninja in his vicinity.

Samehada's hilt shifted in his hand, trying to pull him down a side street to his right. A powerful chakra was shooting in his direction, moving through the water as if, like him, it was born to it. _Maybe I'll get lucky and it'll be that annoying spandex guy._ But it didn't feel like Gai's chakra. It didn't even feel human.

An orange blur up ahead resolved itself into a massive frog. It carried a forked staff in one hand and a round shield in the other. _A frog summon. That can only mean..._

Gamaken came at him like a missile and swung his staff in an attempt to smash Kisame into the neighboring wall. Kisame parried the strike with Samehada, but the force of it still sent him careening through the wall. The water had broken the windows of the building, and its ground floor was flooded. Treading water in the middle of the room, Kisame grinned. _Come on, follow me in._ His hands flashed through a series of seals, and as Gamaken rocketed through the hole in the wall, he gathered the water around him into a Suikodan. It hit Gamaken squarely in the torso, propelling him back out of the building. Kisame lost no time in following, firing off one Suikodan after another to keep Gamaken disoriented. The last one knocked Gamaken's shield out of his off-hand. _Got him!_

Kisame slammed into Gamaken, Samehada's barbs biting into his shoulder. In return, Gamaken managed to bring his staff down on Kisame's back, but the missing-nin knew that the battle was already won. As soon as it made contact with Gamaken's flesh, Samehada began to eagerly drain his chakra, funneling some of it to Kisame. As Gamaken's struggles weakened, the Akatsuki member felt the wounds dealt by the spiked staff beginning to close.

There was another frog coming in fast, but Samehada couldn't have cared less: a much more powerful chakra was taking shape above them. _Goshokuzame!_ Chakra shot out from each finger on the hand that wasn't holding Samehada, molding the water around it into the shape of a ravenous shark. Two of them made for the frog, while the other three leapt out of the water like great whites taking a seal. Following them up, Kisame burst through the water's surface just in time to see a white-haired man slamming a spinning ball of chakra into the last of the water-sharks. He had a small frog perched on each shoulder, and his nose was swollen and studded with warts.

"Heh, looks like you've gotten a little _too_ close to your summons."

"Yer one ta talk!" one of the frogs retorted.

Kisame was about to reply when a cloying smell filled his nostrils. It reminded him of the time Deidara had accidentally blown up the heating-oil tank outside Akatsuki's headquarters. Glancing down, he saw that he was covered with liquid-not surprising, given that he'd been submerged until recently. But the liquid dripping off him clearly wasn't water. It was too thick and tinted like honey.

_Oil! The surface of the water must have been coated with it._ Jiraiya puffed out his cheeks, and a gout of fire sprayed from his mouth. The oil caught immediately, and though Kisame jumped away, his Akatsuki cloak was soon alight.

_This is gonna hurt._ Kisame dove under the water again, passing through the roaring flames. He sighed with relief as the water quenched the fire covering his body, and Samehada began healing the burns he'd received. Wavering light told him that the surface was still on fire, but he knew how to fix that. He brought his hands together in a seal, and once again, the water began to coalesce into the streamlined forms of the ocean's deadliest predator. But instead of five sharks, there were now a dozen...a hundred...a thousand. They all surged upward together, and the resulting turbulence folded the burning oil under the surface. There was a hissing like a thousand snakes as the flames were put out, and steam rose around the wave of sharks.

Kisame's jutsu towered over the nearby buildings, and he was pleased to see that the Toad Sage looked worried. "Steady on, Jiraiya-boy!" Fukasaku urged.

"I know!" Copies of himself appeared on either side of Jiraiya, and each one quickly manifested a much larger version of the jutsu the original had just used to deal with the Goshokuzame. "Cho Oodama Rasengan!"

The crest of the wave began to fall, but instead of trying to escape, Jiraiya and his clones charged straight toward it, holding their Rasengan out in front of them. The whirling vortices of chakra drilled through the body of the wave, allowing them to emerge, soaked and bruised but otherwise unharmed, on the other side. "You should have stayed away after Itachi got you out of the rock toad's stomach," he said. "There won't be any escape for you this time."

"Ya oughta be ashamed of yerself, goin' after a kid like Naruto!" Shima admonished.

Kisame shrugged. "Don't look at me. Itachi-san wouldn't have given us the intel we needed to invade your village if you hadn't all woken up stupid one morning and decided to kill off his brother. I'm not the judge or jury here, just one of the executioners."

"_We _decided to kill his brother? It wasn't a Konoha-nin who tortured him into a coma!" Jiraiya's voice was harsh with indignation. He hadn't known Sasuke very well, but he could easily empathize with a child who had lost his parents. Besides, he _did_ know Naruto well, and that meant he knew that the blond boy had latched onto Sasuke as the brother he'd never had. "Fukasaku!"

"Yeah, yeah, I know," the frog groused. "I've been doing this longer than you, Jiraiya-boy." Fukasaku puffed up his cheeks and blew out a dense cloud of dust.

"You really think that's gonna help?" Kisame scoffed. Samehada chittered; Jiraiya was still in front of them, and coming into close-combat range.

Jiraiya emerged from the dust, one fist clenched and driving at Kisame's face. He dodged, but only barely: Samehada could give him a general idea of where the Sage was, but its ability to communicate was limited, and thus so was his precision. As Jiraya's fist soared past his face, a great weight slammed into him, causing him to stumble to the side. _What? But he missed me! _As Itachi's partner, his first thought was that he had been placed under a genjutsu, but he knew Samehada was harder to fool than he was.

"That was Kawazu Kumite," Jiraiya explained. "With natural energy, I can turn a near-miss into a hit."

Kisame grinned. "Natural energy, huh? Sounds like a powerful weapon. Guess I should take it away from you. Suirou Sameodori no Jutsu!"

The surface of the water began to curve upward, enclosing both Kisame and Jiraiya in an ever-expanding circular wall. Soon it had closed over them, as if they were inside a giant bubble. Then the bubble began to fill. Jiraiya wasn't concerned about breathing: the ability to breathe water was one of the benefits of Toad Sage Mode. Being surrounded by a substance that his enemy could manipulate at will was much more worrisome, however. He began swimming toward the edge of the water dome, trusting Fukasaku and Shima to defend him from any attacks. But no matter how fast he swam, the edge never seemed to get any closer. _Is the dome moving with us?_

Shima smacked him upside the head, and then pointed to her own. _What is she saying?_ She pointed again, glaring at him this time._ "Think"? Is that what she's saying?_ He did, and noticed something even more alarming than the movement of the dome. He could, of course, feel the natural energy that Fukasaku and Shima were gathering flowing into him and mixing with his chakra...but he could also feel the combined energy being siphoned away.

From the corner of his eye, he saw a sleek shape keeping pace with him. It was recognizable as Kisame, but he had changed. He no longer held Samehada, and the sharklike aspects of his appearance had intensified. He even had a shark's characteristic dorsal fin. _Is this some jutsu of his?_ Kisame seemed to know what he was thinking, because he flashed Jiraiya a pointy-toothed smile and pointed at the water they were submerged in. _The water is draining my chakra?_ He remembered from his previous encounter with the missing-nin that Samehada had shared a similar property. Was that now being channelled through the water?

An idea came to him, and he stopped swimming for the edge of the dome. Instead, he turned toward Kisame and shot through the water as fast as he could. A look of surprise flashed over Kisame's face when he saw that Jiraiya had chosen confrontation. It must have seemed like a stupid plan to him, Jiraiya thought. Perhaps he hadn't yet noticed the way his limbs were slowing or the gray tint that was starting to infiltrate the blue of his skin. The water was draining Jiraiya's chakra very slowly, so Kisame hadn't absorbed enough natural energy to turn him fully to stone. But if Jiraiya allowed him a direct hit...

Fukasaku and Shima's faces were screwed up in concentration. Jiraiya knew that they had figured out the plan and were gathering as much natural energy as they possibly could.

When the two men collided, Jiraiya felt at least three ribs snap under the impact. Kisame's hands gripped his upper arms to keep him from getting away, and the barbs that now covered his skin tore through Jiraiya's sleeves and flesh. Chakra was gushing out of him now, like blood from a mortal wound. But natural energy went along with that chakra, and Jiraiya saw Kisame's eyes widen in surprise as its effects began to work on him.

For his part, Kisame knew right away that something was wrong. His limbs were becoming stiff and numb, and he could hear Samehada wailing in distress in his mind. _Is his chakra poisoned?_ Even his insides felt like they were becoming hard and heavy. Somewhere over on the other side of the village, he could see the pillar of flame that had once been the Hokage Tower. _I hope Itachi-san's faring better than I am._ He wondered if Jiraiya would be surprised to know that an infamous missing-nin's last thoughts weren't of his own welfare, but of his partner's. _Maybe you were right, Itachi-san. Maybe I'm not such a terrible person after all..._

* * *

"Asuma-senpai! Hey, Asuma-senpai!" Naruto knelt by the figure, shaking his shoulder and turning him over when he got no response. His fingers tightened on the cold body when he saw the gash across Asuma's throat and the punctures in his abdomen.

Kakashi landed beside him. "Shikamaru-kun and Ino-chan are here too, but I don't see Chouji-kun." The water had disappeared a minute or two ago, and now everything was awash in mud.

A sound drew Kakashi's gaze to the burning wreck of the Hokage Tower. The timbers were shifting, as if something was pushing its way up from underneath. "Naruto," he murmured and raised his hitai-ate.

The hand of Itachi's Susano'o emerged from the debris, clearing girders and slabs of wall out of the way. The entire construct soon climbed out and dissipated once Itachi was safely clear.

"This won't go like our last fight," Kakashi warned Itachi.

"No," he agreed. "This time, I will not hold back." True to his word, Itachi stared hard at Kakashi, and black flames like the ones consuming what was left of the tower erupted on the Copy Ninja's stomach.

The heat was unbearable, and Itachi had wisely placed the flames such that they covered the zipper of Kakashi's flak vest, so he couldn't save himself by just shucking it. But Kakashi hadn't been idle in the short time since his release from Konoha's hospital. He had spent most of that time deep in Konoha's library, in the section that only jounin and ANBU were allowed to access. He had found an explanation there for the fearsome weapon Itachi had wielded, the Mangekyou Sharingan. He knew its secret, and now he called on the worst memories of his life.

_"Please...take care of Rin..."_

_Her wide eyes, the flecks of blood on her cheeks, the terrible gratitude on her face..._

The flames eating their way through Kakashi's flak vest wavered, spun, and disappeared into a vortex that hadn't been there a moment ago.

"So, you also were able to awaken the Mangekyou Sharingan," Itachi observed. "The use of it has cost you greatly, however."

Kakashi pressed his right hand to the neat hemisphere of flesh that had been carved away by the Kamui, covering the snowy white of an exposed rib. "My aim isn't so great yet, and I had to be sure to get all of the flames." He was breathing hard, and he had to squint to keep Itachi in focus.

"Why?" Naruto burst out, and Kakashi saw the red glow of the Kyuubi's chakra flare around him. "Why are you doing this?" The whisker marks on his cheeks deepened, and his pupils narrowed to slits.

"For the same reason that Sasuke did everything he's done since he was eight years old."

"For revenge? Against who? And why? _What did Asuma-sensei, or Ino-chan, or Shikamaru-san ever do to you?_" The chakra surrounding Naruto had taken on a more definite form now: two ears waved above his head, and a tail trailed behind him.

"They in particular have done nothing, but I made a promise long ago that Konoha would burn if anything happened to Sasuke."

"If anything happened to Sasuke? _You're_ the one who beat him up! _You're_ the one who tortured him! _You're_ the one who killed his parents! You left him all alone! Do you even have any idea how painful that is?"

With Itachi's attention focused on Naruto, Kakashi saw an opening. He crouched down, wrapping his left arm around his torso to give the impression that his injury was keeping him from standing upright. At the same time, he lowered his blood-soaked right hand to the ground, palm splayed. _Kuchiyose no Jutsu!_

Kakashi's nin-dogs burrowed through the softened earth, their sense of smell leading them unerringly to Itachi. He leapt in the air and brought his hand to his mouth, emitting small puffs of fire. As the dogs burst from the ground under him, each was hit by one of the tongues of fire, and Kakashi saw that each flame had a shuriken hidden within it. Itachi landed gracefully some distance away.

"You're right that I have done all those things to Sasuke," Itachi conceded, picking up his conversation with Naruto as if it had never been interrupted. "However, I am not the one who killed him. Look at your sensei, Naruto-kun. He was subjected to the same jutsu as Sasuke, yet he did not die. And Sasuke theoretically should have had more resistance to a Mangekyou Sharingan jutsu than Kakashi-san, since he was a true Uchiha. Is that logical?"

"So how _did_ he die, then? Have you got some kind of story to explain that?"

Kakashi's mind was racing. Itachi had left him alive in their previous encounter, had left Asuma and Kurenai alive too. Seeing the devastation Itachi had wreaked today, there was no doubt in Kakashi's mind that the younger man _could_ have killed them all if he had wanted to. _He wasn't interested in killing us before; why is he now? What's changed? Not Sarutobi-sama's death, since his previous visit to Konoha happened after that. Sasuke's death is the only other major event Itachi could be expected to care about._ Even Asuma, who hadn't been in ANBU with Itachi like he had, noticed that Itachi's behavior didn't match the icewater-in-his-veins killer who had haunted Konoha's memory for years. And for someone with such a supposed grudge against his clan, he had spared the weakest and youngest member of that clan twice now. It didn't add up. Yet at the same time, he knew that most genjutsu specialists were also masters of purely psychological manipulation, since it helped them to craft more effective figments. It was well known that you couldn't trust _anything_ an enemy illusionist said.

But on the _third_ hand, Asuma had alerted him to the anomalies Tsunade had found when conducting Sasuke's autopsy. He hadn't died from the Tsukiyomi, so while Itachi might not be telling the whole truth, he wasn't lying through his teeth either.

What was the point of bringing it up now? Was he hoping to make Naruto hesitate? Or perhaps, trying to enrage him all the more? A second chakra tail was already forming-maybe Itachi thought extracting the Kyuubi would be easier if Naruto brought more of its power to the surface of his own accord?

Then Itachi said three words that cut through Kakashi's deliberations with the force of a fuuton-enhanced kunai. "Danzou killed him."

"Who's that? Kakashi-sensei, who's Danzou?"

"Danzou-san was one of Sarutobi-sama's advisors, and..."

"And leader of a group called Root that was supposedly disbanded," Itachi finished for him. "But Danzou disobeyed the Sandaime's order to dissolve Root, and continued to act in secret. It was on his orders that I murdered my kinsmen to avert a coup they were planning, but I imposed a condition: no harm must come to Sasuke. I warned Danzou that if he violated this provision of our agreement, I would sell everything I knew about Konoha's defenses to the highest bidder. For the past five years, Konoha's safety has been bought by Sasuke's. But then I heard that Sasuke had died under suspicious circumstances. Tsunade of the Sannin may be a drunk and a gambler, but she's also the best medic-nin Konoha has ever had. If Sasuke died under her care, it is because someone else interfered. And who would have reason to do so but the man who wanted the Uchiha Clan wiped out in the first place?"

"Danzou...a ninja of Konoha...one of _old man Third's advisors?!_ Kakashi-sensei, is this bastard telling the truth? _Is it true?_" As Naruto yelled, Kakashi could see that his teeth were growing longer, sharper. His hands were clenched into fists, the nails lengthening so that claws dug into Naruto's palms. Three tails swayed above him now, and Kakashi's Sharingan saw red overcoming blue in his chakra.

"It could be," he allowed. "Sasuke's death definitely wasn't a natural result of the Tsukiyomi. Someone altered the hospital records to make it look like it was, which means there was a purpose behind it. Also, Asuma-san and I both noted irregularities in Itachi's behavior last time we fought him, which could indicate that there are things about his motivations that we don't know."

"Kakashi-san, you have met Danzou, have you not? Have you observed him with your Sharingan, or spoken about him to any member of Clan Hyuuga?"

Kakashi saw Itachi's point immediately. "The brace on his arm masks the chakra underneath. He says it's a result of an old injury, necessary to halt the spread of some form of chakra poison."

"When did this injury occur?"

"Very soon after..." Kakashi trailed off.

"Very soon after Uchiha Shisui's death, correct?"

"He was found with one arm and one eye missing," Kakashi mused. "And at around the same time, Danzou sustained a mysterious injury that cost him one eye and forced him to wear a chakra-suppressing brace on one arm..."

"I don't get this at all!" Naruto's chakra tails lashed back and forth. "Are you saying Danzou killed this Shisui guy, then made Itachi kill all the Uchiha except Sasuke, and now he's killed Sasuke too?"

"_I_ killed Shisui, but Danzou took his eye, and also his arm after his death. For the rest, you are correct."

"Then Sasuke-Sasuke's death was-" Naruto roared, and the force of the blast pushed Itachi back a few feet. "He was my best friend! Being with him, it was what I always imagined having a brother would be like! And Sakura-chan, she cried so much, and even you, Kakashi-sensei, I remember when you said you'd protect us even if it killed you, and I know how much it sucks to feel like you can't keep a promise to someone you care about!"

"Naruto..."

"You said that anybody who doesn't protect their friends is worse than trash! Well, you," he pointed at Itachi, "you're still lower than trash for going along with what this Danzou guy told you to do! If he tried to make you kill your family, you should've beat the shit out of him! But he's less than garbage too, for even asking you to do it, and for killing Sasuke! What is-what does it mean to be Hokage if the village turns against its own people like that? What does it mean to be Hokage, if the Hokage listens to the advice of that kind of _scum_?"

Naruto's skin cracked and split, blood seeping into the chakra cloak that surrounded him. The cloak itself bubbled and seethed, and when Naruto cried out again, a pulse of chakra radiated out from him that knocked Kakashi to the ground. Itachi was thrown into the rubble of the Hokage Tower again, and when he climbed out, once more sheathed in Susano'o, it was just in time to see Naruto's pupils go blank as more tails began to form.

* * *

Yamato surveyed the elaborate Mokuton structure that surrounded the Academy. Three of his clones traveled through the wood, constantly on the lookout for anyone trying to reach the students within.

"Thank you, Yamato-san," Iruka said. The normally harmless-looking young man had a piece of ninja wire looped around one finger. Yamato knew it was attached to an array of smoke bombs, flash-bangs, explosive tags, and shuriken that Iruka would unleash on anyone who tried to harm his charges.

"There's no need for thanks. It was the Third Hokage's hope that this generation of children could grow up without knowing war, and while it seems that wasn't to be, the least we can do is to spare them the worst of it."

Iruka opened his mouth to reply, but paused when he saw all the color drain from Yamato's face. "What is it? An attack?"

Yamato raised one hand, and saw a number appear on the palm. _Four._

"Iruka-san, I have to go. I'll leave the clones here to defend the school."

"But-"

_Five._

Yamato leaned in close, whispering so the students wouldn't hear. "Something's just happened, and if I don't stop it, they're dead anyway. We all are."

_Six._

"Itachi?"

_Seven._

"No." He regarded Iruka for a moment, remembering how the teacher had protected Naruto even though the boy housed the monster that had killed Iruka's parents. "Naruto-kun's seal is breaking."

_Eight._

Iruka's eyes widened, and as Yamato leapt to the top of the Mokuton wall around the Academy, he called out, "Save him! Please!"

"I will. I promise." But he wondered if he'd be able to keep that pledge, because the number on his hand was changing again.

_Nine._

* * *

**A/N:** The title of this chapter is from a line in one of Shakespeare's plays: "Cry 'Havoc!' and let slip the dogs of war." "Havoc!" was an old battle cry that basically meant, "No mercy!"


End file.
